Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Florida65-0716501
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
8051 Congress Avenue
Boca Raton**,** Florida33487
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per shareSBACThe NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated FilerxAccelerated Filer¨
Non-Accelerated Filer¨Smaller Reporting Company¨
Emerging Growth Company¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 107,887,031 shares of Class A common stock as of October 25, 2023.

Table of Contents

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 20221
Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2023 and 20222
Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2023 and 20223
Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and nine months ended September 30, 2023 and 20224
Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 20226
Condensed Notes to Consolidated Financial Statements (unaudited)8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk40
Item 4.Controls and Procedures44
PART II – OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44
Item 5.Other Information44
Item 6.Exhibits45
SIGNATURES46

PART I – FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS